10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2018

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 333-219139

Capax Inc. 

(Exact name of registrant as specified in its charter)

Florida	47-4752305
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7135 Collins Ave No. 624

Miami Beach, FL 33141

(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (305) 865-8193

Indicate by check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x]  No [  ]

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definition of "accelerated filer,” “large

accelerated filer," “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                       

 Accelerated filer [ ]

Non-accelerated filer [ ]                         

 Smaller reporting company [X]

Emerging Growth Company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]                       

As of May 14, 2018 the registrant had 330,832,000 shares of Class A common stock issued and outstanding and 30,000,000 shares of Class B common stock issued and outstanding.

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CAPAX INC.

TABLE OF CONTENTS

		Page
Part I	FINANCIAL INFORMATION	4
Item 1.	Financial Statements	4
	Balance Sheets (Unaudited)	4
	Statements of Operation (Unaudited)	5
	Statements of Cash Flows (Unaudited)	6
	Notes to Unaudited Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13
Item 4.	Controls and Procedures	13
Part II	OTHER INFORMATION	14
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Balance Sheets (Unaudited)

Capax Inc.
Balance Sheets
(Unaudited)
		March 31, 2018		September 30, 2017
ASSETS
Current assets
	Cash and cash equivalent	$	68,645	$	90,303
	Total current assets		68,645		90,303
Total assets		$	68,645	$	90,303
LIABILITIES AND STOCKHOLDERS' EQUITY
	Payable to related parties		-		4107
	Total current liabilities		-		4107
Stockholders' equity
	Preferred stock: $.0001 par value; 30,000,000 and 10,000,000 shares authorized, no shares issued and outstanding for March 31, 2018 and September 30, 2017, respectively		-		-
	Class A Common stock: $.0001 par value;  900,000,000 shares authorized and 11,041,600 issued & outstanding for March 31 2018 and 900,000,000 shares authorized, 10,967,000 shares issued and outstanding for September 30, 2017		1,103		1,096
	Class B Common stock: $.0001 par value; 70,000,000 shares authorized for March 31, 2018 & September 30, 2017 and, 7,000,000 shares issued and outstanding for same periods		700		700
	Additional paid-in capital		122,638		111,455
	Accumulated deficit		(55,796)		(27,055)
	Total stockholders' equity		68,645		86,196
Total liabilities and stockholders' equity		$	68,645	$	90,303
The accompanying notes are an integral part of these unaudited financial statements.

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Statements of Operation (Unaudited)

Capax Inc.
Statements of Operations
(Unaudited)
			Six months		Six months		Three months		Three months
			ended		ended		ended		ended
			Mar 31,2018		Mar 31,2017		Mar 31,2018		Mar 31,2017
Revenue				-		-		-		-
Operating expenses
	Professional fees		$	10,650	$	-	$	3,488	$	-
	Administrative expenses			18,091		-		9,075		-
		Total operating expenses		28,741		-		12,563		-
Loss from operations				28,741		-		12,563		-
		Net loss		(28,741)		-		(12,563)		-
Basic and diluted loss per common share			$	(0.00)	$	-	$	(0.00)	$	-
Basic and diluted weighted average number of common shares outstanding				18,041,600		-		18,041,600		-
	The accompanying notes are an integral part of these unaudited financial statements.

5

Statements of Cash Flows (Unaudited)

Capax Inc.
Statements of Cash Flows
(Unaudited)
				Six months		Six months
				ended		ended
				Mar 31, 2018		Mar 31, 2017
Cash flows from operating activities:
	Net loss		$	(28,741)	$	-
	Adjustments to reconcile net income from continuing
	operations to cash used in operating activities:
		Net cash used in operating activities		(28,741)		-
Financing activities:
	Payback of officer loan			(4,107)		-
	Proceeds from sale of common stock			11,190		-
		Net cash provided by financing activities		7,083		-
Net decrease in cash				(21,658)		-
Cash at beginning of period				90,303		-
Cash at end of period			$	68,645	$	-
Supplemental disclosures:
	Cash paid for:
		Interest	$	-	$	-
		Income taxes	$	-	$	-
	The accompanying notes are an integral part of these unaudited financial statements.

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Capax Inc.

Notes to Unaudited Financial Statements

March 31, 2018

NOTE 1 – DESCRIPTION OF BUSINESS

We incorporated our Company on July 31, 2015 in the State of Florida under the name “La Veles Inc.” We changed our name to Capax Inc. (“Capax” “the Company”) on February 8, 2017. When we began, our primary planned business objective was to package, market and distribute an infection healing cream for dairy animals. We terminated those objectives and changed the name of the Company to Capax Inc. and currently focusing on setting up a chain of bakery-cafes that we hope to franchise in the future. On May 8, 2018 the Company acquired 100% of Reborn Holding Inc., (“RB”) that operates a wholesale coffee business along with two retail coffee shops in exchange for newly issued shares of Capax Inc., that gave the owners of RB 95% ownership of Capax Inc.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a.

Basis of Presentation

The accompanying financial statements include the accounts of the Company for the six months ending March 31, 2018 and the year ending September 30, 2017. This financial statement period is not an indicative of the results to be expected for the year ending September 30, 2018, or for any other interim period in future. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The information included here should be read in conjunction with information included in the Company’s fiscal year ended September 30, 2017 audited financial statements.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended September 30, 2017 as reported in the Company’s Annual Report on Form 10-K have been omitted.

New Accounting Pronouncements

The FASB has issued the following accounting pronouncements and guidance which may be applicable to the Company.

Accounting Standards Update (ASU) No. 2014-09 –  Revenue Recognition (Topic 606): In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including identifying performance obligations and other technical corrections and minor improvements affecting a variety of topics and required disclosures in the new standard.  This standard will be effective and the Company will adopt this standard on January 1, 2018. Entities have the option to apply the new guidance under a full retrospective approach or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application. 

Accounting Standards Update (ASU) No. 2016-02 – Leases (Topic 842).  This update will require assets and liabilities to be recognized on the balance sheet of a lessee for the rights and obligations created by leases of assets with terms of more than 12 months.  For income statement purposes, the update retained a dual model, requiring leases to be classified as either operating or finance based on largely similar criteria to those applied in

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current lease accounting, but without explicit bright lines.  ASU 2016-02 also requires extensive quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases.  This standard will be effective for the Company on January 1, 2019.  Early adoption is permitted. There are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

NOTE 3 – EQUITY

We are authorized to issue an aggregate number of 1,000,000,000 shares of capital stock, of which (i) 900,000,000 shares are Common Stock, $0.0001 par value per share; (ii) 70,000,000 shares are Class B common stock, par value $0.0001 per share; and (iii) 30,000,000 shares of preferred stock, $0.0001 par value per share.

The holders of Class A common stock shall be entitled to one vote per share and shall be entitled to dividends as shall be declared by our Board of Directors from time to time.  Each share of Class B common stock shall entitle the holder thereof to 10 votes for each one vote per share of Class A common stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this corporation, and shall be entitled to vote, together as a single class with holders of Class A common stock with respect to any question or matter upon which holders of Class A common stock have the right to vote. Class B common stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law. Holders of Class B common stock shall be entitled to dividends as shall be declared by our Board of Directors from time to time at the same rate per share as the Class A common stock. The holders of the Class B common stock shall have the right to convert each one of their shares to one share of Class A common stock automatically by surrendering the shares of Class B common stock to us.

As of March 31, 2018 we have 7,000,000 Class B common stock outstanding and 11,041,600 Class A common stock outstanding.

As of September 30, 2017 we have 7,000,000 Class B common stock outstanding and 10,967,000 Class A common stock outstanding.

During the six months ended March 31, 2018, we have sold 74,600 registered common shares, and have deposited $11,190 in our bank.

NOTE 4 – LOAN FROM OFFICER

The CEO uses his personal credit card to pay certain expenses on behalf of the Company that are reimbursed by the Company as soon as the credit card invoice is received and an expense reimbursement statement is presented, without payment of any interest. The CEO incurred expenses of $4,107 that had been accrued as of September 30, 2017 and was reimbursed in October 2017.

NOTE 5 – OUR OFFICE

Our offices are located at 7135 Collins Ave No. 624, Miami Beach, FL 33141 at the residence of our CEO for no charge and on a month by month basis Our telephone number is 305-865-8193.

NOTE 6 – GOING CONCERN ISSUE

The financial statements has been prepared on the going concern basis which assumes the company and consolidated entity will have sufficient cash to pay its debts as and when they become payable for a period of at least 12 months from the date the financial report was authorized for issue.

The Company has an accumulated deficit of  $55,796 as at March 31, 2018, as well as recurring losses and negative cash from operations. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. Management of the Company has executed a merger agreement with a private business that we believe may generate adequate cash flow or would be able to raise adequate funds to resolve this issue. The financial

8

statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 7 – SUBSEQUENT EVENTS

On May 8, 2018 the Company acquired 100% of Reborn Holding Inc., (“RB”) that operates a wholesale coffee business along with two retail coffee shops in exchange for newly issued shares of Capax Inc., that gave the owners of RB 95% ownership of Capax Inc. This share exchange is construed as a reverse merger.

In anticipation of this reverse merger, at a Board of Directors meeting on March 16, 2018 the Board approved the CEO Andrew Weeraratne (AW) to convert his 7,000,000 class B common stock to Class A common stock upon the execution of the merger agreement. Also the Board approved the cash balance in the bank to be paid as a bonus to AW since the Company at the point of the merger will transfer no assets or liabilities to RB. Therefore AW withdrew the cash balance of $62,645 in the bank on May 9, 2018.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.  THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE.  THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.  THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

OVERVIEW

We were incorporated on July 31, 2015 in the State of Florida under the name La Veles Inc., that mostly remained inactive and on February 8, 2017, we filed an amendment to our Articles of Incorporation to change the name of the Company to Capax Inc. (“Capax”). Our offices are located at 7135 Collins Avenue, Suite 624, Miami Beach, FL 33141. Our fiscal year end is September 30. When we set up Capax, our primary objective was to set up a bakery-café chain with an eye to franchising these bakery-cafes. On May 8, 2018 the Company acquired 100% of Reborn Holding Inc., (“RB”) that operates a wholesale coffee business along with two retail coffee shops in exchange for newly issued shares of Capax Inc., that gave the owners of  RB 95% ownership of Capax Inc.

Shell Company

We were a shell company as defined by Rule 405 of the Securities and Exchange Commission primarily because we had no nnominal operations until we acquired RR. As a result, an investment in the Company would likely to be an illiquid investment. An investor should consider the potential illiquidity of the Company’s securities before investing in the Company.

OUR STRATEGY

Capax plans to lease and improve the leasehold to have a unique architecture to set up a chain of coffee and bakery cafes that we plan to franchise. According to the company web site of one of the founders of Panera bread, Ron Shaich, this methodology is how they began a small shop (that we plan to adopt) and grew up to a major public company:

1.

See opportunity in long term consumer trends

2.

Align the concept with these trends

3.

Strong until level performance

4.

Significant unit growth

5.

Corporate performance

We believe the coffee and bakery café units built with an attractive architecture run by warm, friendly staff with a personal touch could compete aggressively and expand this version globally. As stated above we acquired RB a wholesale coffee business with two retail stores based in California and plan to expand this to multiple locations. We are currently looking to raise capital to establish these new locations and our ability implement our plans will be affected if we are not able to raise enough funds.

Results of Operation

We have incurred recurring losses to date. Our financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we are unable to continue in operation.

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We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Our net loss attributable to common shareholders for the six months from October 1, 2017 to March 31, 2018 is $28,741. During the fiscal year ended September 30, 2017 we had no revenue and incurred operating expenses of $26,230. We were inactive for the period of October 1, 2016 to March 31, 2017 and had no transactions.

Liquidity and Capital Resources

We have estimated that we will require approximately $300,000 of capital to buy a currently operating coffee-bakery-café to make net positive cash flow to apply towards maintenance of a public company. According to our research, a currently operating bakery-café that we could buy for about $300,000 could give us about $5,000 in monthly net positive cash flow.

With our purchase of RB, if such capital does not become available, we will be able to survive only from month to month.  There can be no assurance that such additional capital will be available. If we get some capital, we believe our operational strategy which focuses on running a low overhead operation will avail us to manage our current operational activities (excluding acquiring retail coffer stores and bakery-cafes that we won’t begin until we raise capital from our current offering) long enough to build our brand name.

Due to the acquisition of RB, we believe our monthly burn rate to be approximately $100,000 without RB we expect the burn rate to be about $6,000 per month. The Company had approximately $68,645 in cash on hand as of March 31, 2018.

If we succeed in opening one or more bakery-cafes, we anticipate that sales at such places to generate sufficient cash flow to support our operations after the first 6 months. However, this estimate is based on our assumption of raising enough capital to either buy or build bakery-cafés.

There can be no assurance that such sales levels will be achieved. Therefore, we may require additional financing through loans and other arrangements, including the sale of additional equity. There can be no assurance that such additional financing will be available, or if available, can be obtained on satisfactory terms. To the extent that any such financing involves the sale of our equity securities, the interests of our then existing shareholders, including the investors in this offering, could be substantially diluted. In the event that we do not have sufficient capital to support our operations we may have to curtail our operations.

Our officers will provide daily management of our company, including administration, financial management, production, marketing and sales. We will also engage other employees and service organizations to provide services as the need arises. These may include services such as computer systems, sales, marketing, advertising, public relations, cash management, accounting and administration.

We will be subject to certain costs for such compliance which private companies may not choose to make. We have identified such costs as being primarily for audits, legal services, filing expenses, financial and reporting controls and shareholder communications and estimate the cost to be approximately between $72,000 to $240,000 annually depending on the number of bakery-cafes we have. We expect to pay such costs from a combination of cash on hand, the proceeds of this offering and cash generated by revenue from our planned bakery-cafes. There can be no assurance that we will be able to successfully acquire or start up bakery-cafes, or otherwise implement any portion of our long term business strategy. 

The Company is newly created and had no activities and as such has not generated any revenues and has incurred losses since inception resulting in an accumulated deficit of $55,796 and  $27,055 as of March 31, 2018 and September 30, 2017, and further losses are anticipated in the development of its business.

Currently, we have no written or oral communication from stockholders, directors or any officers to provide us any forms of cash advances, loans or sources of liquidity to meet our working capital needs or long-term or short-term financial needs.

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As of March 31, 2018, our current assets were $68,645 totally consisted of cash in bank. We have no current liabilities. Stockholders’ equity was $68,645. The weighted average number of shares outstanding was 18,041,600 for the period ending March 31, 2018.

As of September 30, 2017, our current assets were $90,303 Our current liabilities were $4,107. Stockholders’ equity was $86,196. The weighted average number of shares outstanding was 12,901,118 for the period from October 1, 2017 to March 30, 2018.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended March 31, 2018, net cash flows used in operating activities was $28,741. We had no activities for the corresponding period in the previous fiscal year.

Cash Flows from Investing Activities

There were no investing activities for the periods ended  March 31, 2018 or 2017.

Cash Flows from Financing Activities

We have financed our operations from the issuance of equity instruments and advances from officer. During the six months ended March 31, 2018, net cash flows from financing activities was $7,083, net of $4,107 paid back of related party loan.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this report.

Recent Accounting Pronouncements

We determined that all other issued, but not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material impact on our financial position.

Anticipated Future Trends

According to an on line article in “Restaurant Business,” appears on June 21, 2016 in 2015 bakery-cafes chains within the 500 highest in sales in the restaurant business, increased sales a combined 6.7% to $7.1 billion. Some of the largest players, including category leaders such as Panera Bread showed healthy growth. In the same articles Technomic, a market research firm, states that, in 2015, plenty of younger chains, including Kneaders Bakery and Café increased their sales by 40% and Boudin Sourdough Bakery & Café increased sales by 14.8%.

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Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Because we are a smaller reporting company we are not required to include any disclosure under this item.

Item 4.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.

In evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our Chief Executive Officer (“Office of the CEO”) also our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly Report on Form 10-Q. Based on that evaluation, our CEO as well as our Chief Financial Officer concluded that our disclosure controls and procedures are not effective, at the reasonable assurance level, containing material weaknesses in internal controls  as of the end of the period covered by this report to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (1) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) is accumulated and communicated to management, including our Office of the CEO and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure due to the Company’s limited internal resources and lack of ability to have multiple levels of  review and Lack of internal control environment and lack of formal documentation of internal control policies Also due to limited resources available to have additional staff to our accounting office there is inadequate segregation of duties. This lack of capital and consequential lack of staff has resulted in insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the six months ended March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.  Risk Factors

Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.  Defaults upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None

Item 6.  Exhibits

The following exhibits are filed herewith:

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Capax Inc.
Date: May 14, 2018	By:	/s/ I. Andrew Weeraratne
		Name: I. Andrew Weeraratne
		Title: Chief Executive Officer          (Principal Executive Officer)          Chief Financial Officer          (Principal Accounting Officer)          (Principal Financial Officer)

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EX-31.1

EX-31.1 4 exh31-1.htm SECTION 302 CERTIFICATE OF CHIEF EXECUTIVE OFFICER

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, I. Andrew Weeraratne, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 of Capax Inc;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 14, 2018	/s/ I. Andrew Weeraratne
	I. Andrew Weeraratne Chief Executive Officer (principal executive officer)

EX-31.2

EX-31.2 5 exh31-2.htm SECTION 302 CERTIFICATE OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Andrew Weeraratne, certify that:

1.  I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, of Capax Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2018	/s/ I. Andrew Weeraratne
	I. Andrew Weeraratne Chief Financial Officer (principal financial and accounting officer)

EX-32.1

EX-32.1 6 exh32-1.htm SECTION 906 CERTIFICATE OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

Exhibit 32.1

Section 1350 Certification

In connection with the Quarterly Report on Form 10-Q of Capax Inc.;  (the "Company") for the quarter ended March 31 , 2017 as filed with the Securities and Exchange Commission (the "Report"), I, I. Andrew Weeraratne, Chief Executive Officer of the Company, and I, I. Andrew Weeraratne, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1.  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 14, 2018	/s/ I. Andrew Weeraratne
	I. Andrew Weeraratne Chief Executive Officer
Date: May 14, 2018	/s/ I. Andrew Weeraratne
	I. Andrew Weeraratne Chief Financial Officer

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information	6 Months Ended
	Mar. 31, 2018 USD ($) shares
Entity Registrant Name	Capax Inc.
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Trading Symbol	none
Amendment Flag	false
Entity Central Index Key	0001707910
Current Fiscal Year End Date	--09-30
Entity Public Float | $	$ 360,832,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Common Class A
Entity Common Stock, Shares Outstanding	900,000,000
Common Class B
Entity Common Stock, Shares Outstanding	70,000,000

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Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2018	Sep. 30, 2017
Current assets
Cash and cash equivalent	$ 68,645	$ 90,303
Total assets	68,645	90,303
LIABILITIES AND STOCKHOLDERS' EQUITY
Payable to related parties		4,107
Total current liabilities		4,107
Stockholders' equity
Class A Common stock: $.0001 par value; 900,000,000 shares authorized and 11,041,600 issued & outstanding for March 31 2018 and 900,000,000 shares authorized, 10,967,000 shares issued and outstanding for September 30, 2017	1,103	1,096
Class B Common stock: $.0001 par value; 70,000,000 shares authorized for March 31, 2018 & September 30, 2017 and, 7,000,000 shares issued and outstanding for same periods	700	700
Additional paid-in capital	122,638	111,455
Accumulated deficit	(55,796)	(27,055)
Total stockholders' equity	68,645	86,196
Total liabilities and stockholders' equity	$ 68,645	$ 90,303

XML

Statement of Financial Position - Parenthetical	Mar. 31, 2018 $ / shares shares
Preferred Stock, Par Value | $ / shares	$ 0.0001
Preferred Stock, Shares Authorized	30,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Class A
Common Stock, Par Value | $ / shares	$ 0.0001
Common Stock, Shares Authorized	900,000,000
Common Stock, Shares Issued	330,382,000
Common Stock, Shares Outstanding	330,382,000
Class B
Common Stock, Par Value | $ / shares	$ 0.0001
Common Stock, Shares Authorized	70,000,000
Common Stock, Shares Issued	30,000,000
Common Stock, Shares Outstanding	30,000,000

XML

Statements of Operations (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2018	Mar. 31, 2018
Operating expenses
Professional fees	$ 3,488	$ 10,650
Administrative expenses	9,075	18,091
Total operating expenses	12,563	28,741
Loss from operations	12,563	28,741
Net loss	$ (12,563)	$ (28,741)
Basic and diluted loss per common share	$ (0.00)	$ (0.00)
Basic and diluted weighted average number of common shares outstanding	18,041,600	18,041,600

XML

Statements of Cash Flows (Unaudited)	3 Months Ended	6 Months Ended
	Mar. 31, 2018 USD ($)	Mar. 31, 2018 USD ($)
Cash flows from operating activities:
Net loss	$ (12,563)	$ (28,741)
Adjustments to reconcile net income from continuing operations to cash used in operating activities:
Net cash used in operating activities		(28,741)
Financing activities:
Payback of officer loan	(4,107)	(4,107)
Proceeds from sale of common stock		11,190
Net cash provided by financing activities		7,083
Net decrease in cash		(21,658)
Cash at beginning of period		90,303
Cash at end of period	$ 68,645	$ 68,645

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Note 1 - Description of Business

6 Months Ended

Mar. 31, 2018

Notes

Note 1 - Description of Business

NOTE 1 – DESCRIPTION OF BUSINESS

We incorporated our Company on July 31, 2015 in the State of Florida under the name “La Veles Inc.” We changed our name to Capax Inc. (“Capax” “the Company”) on February 8, 2017. When we began, our primary planned business objective was to package, market and distribute an infection healing cream for dairy animals. We terminated those objectives and changed the name of the Company to Capax Inc. and currently focusing on setting up a chain of bakery-cafes that we hope to franchise in the future. On May 8, 2018 the Company acquired 100% of Reborn Holding Inc., (“RB”) that operates a wholesale coffee business along with two retail coffee shops in exchange for newly issued shares of Capax Inc., that gave the owners of RB 95% ownership of Capax Inc.

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Note 2 - Significant Accounting Policies

6 Months Ended

Mar. 31, 2018

Notes

Note 2 - Significant Accounting Policies

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a.       Basis of Presentation

The accompanyingfinancial statements include the accounts of the Company for the six months ending March 31, 2018 and the year ending September 30, 2017. This financial statement period is not an indicative of the results to be expected for the year ending September 30, 2018, or for any other interim period in future. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The information included here should be read in conjunction with information included in the Company’s fiscal year ended September 30, 2017 audited financial statements.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and theresults of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarilyindicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in theaudited financial statements for the year ended September 30, 2017 as reported in the Company’s Annual Report on Form 10-K have been omitted.

New Accounting Pronouncements

The FASB has issued the following accounting pronouncements and guidance which may be applicable to the Company.

Accounting Standards Update (ASU) No. 2014-09 –  Revenue Recognition (Topic 606): In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including identifying performance obligations and other technical corrections and minor improvements affecting a variety of topics and required disclosures in the new standard.  This standard will be effective and the Company will adopt this standard on January 1, 2018. Entities have the option to apply the new guidance under a full retrospective approach or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application. 

Accounting Standards Update (ASU) No. 2016-02 – Leases (Topic 842).  This update will require assets and liabilities to be recognized on the balance sheet of a lessee for the rights and obligations created by leases of assets with terms of more than 12 months.  For income statement purposes, the update retained a dual model, requiring leases to be classified as either operating or finance based on largely similar criteria to those applied in current lease accounting, but without explicit bright lines.  ASU 2016-02 also requires extensive quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases.  This standard will be effective for the Company on January 1, 2019.  Early adoption is permitted. There are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

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Note 3 - Equity

6 Months Ended

Mar. 31, 2018

Notes

Note 3 - Equity

NOTE 3 – EQUITY

We are authorized to issue an aggregate number of 1,000,000,000 shares of capital stock, of which (i) 900,000,000 shares are Common Stock, $0.0001 par value per share; (ii) 70,000,000 shares are Class B common stock, par value $0.0001 per share; and (iii) 30,000,000 shares of preferred stock, $0.0001 par value per share.

The holders of Class A common stock shall be entitled to one vote per share and shall be entitled to dividends as shall be declared by our Board of Directors from time to time.  Each share of Class B common stock shall entitle the holder thereof to 10 votes for each one vote per share of Class A common stock, and with respect to such vote, shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this corporation, and shall be entitled to vote, together as a single class with holders of Class A common stock with respect to any question or matter upon which holders of Class A common stock have the right to vote. Class B common stock shall also entitle the holders thereof to vote as a separate class as set forth herein and as required by law. Holders of Class B common stock shall be entitled to dividends as shall be declared by our Board of Directors from time to time at the same rate per share as the Class A common stock. The holders of the Class B common stock shall have the right to convert each one of their shares to one share of Class A common stock automatically by surrendering the shares of Class B common stock to us.

As of March 31, 2018 we have 7,000,000 Class B common stock outstanding and 11,041,600 Class A common stock outstanding.

As of September 30, 2017 we have 7,000,000 Class B common stock outstanding and 10,967,000 Class A common stock outstanding.

During the six months ended March 31, 2018, we have sold 74,600 registered common shares, and have deposited $11,190 in our bank.

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Note 4 - Loan From Officer

6 Months Ended

Mar. 31, 2018

Notes

Note 4 - Loan From Officer

NOTE 4 – LOAN FROM OFFICER

The CEO uses his personal credit card to pay certain expenses on behalf of the Company that are reimbursed by the Company as soon as the credit card invoice is received and an expense reimbursement statement is presented, without payment of any interest. The CEO incurred expenses of $4,107 that had been accrued as of September 30, 2017 and was reimbursed in October 2017.

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Note 5 - Our Office

6 Months Ended

Mar. 31, 2018

Notes

Note 5 - Our Office

NOTE 5 – OUR OFFICE

Our offices are located at 7135 Collins Ave No. 624, Miami Beach, FL 33141 at the residence of our CEO for no charge and on a month by month basis Our telephone number is 305-865-8193.

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Note 6 - Going Concern Issue

6 Months Ended

Mar. 31, 2018

Notes

Note 6 - Going Concern Issue

NOTE 6 – GOING CONCERN ISSUE

The financial statements has been prepared on the going concern basis which assumes the company and consolidated entity will have sufficient cash to pay its debts as and when they become payable for a period of at least 12 months from the date the financial report was authorized for issue.

The Company has an accumulated deficit of  $55,796 as at March 31, 2018, as well as recurring losses and negative cash from operations. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. Management of the Company has executed a merger agreement with a private business that we believe may generate adequate cash flow or would be able to raise adequate funds to resolve this issue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Note 7 - Subsequent Events

6 Months Ended

Mar. 31, 2018

Notes

Note 7 - Subsequent Events

NOTE 7 – SUBSEQUENT EVENTS

On May 8, 2018 the Company acquired 100% of Reborn Holding Inc., (“RB”) that operates a wholesale coffee business along with two retail coffee shops in exchange for newly issued shares of Capax Inc., that gave the owners of RB 95% ownership of Capax Inc. This share exchange is construed as a reverse merger.

In anticipation of this reverse merger, at a Board of Directors meeting on March 16, 2018 the Board approved the CEO Andrew Weeraratne (AW) to convert his 7,000,000 class B common stock to Class A common stock upon the execution of the merger agreement. Also the Board approved the cash balance in the bank to be paid as a bonus to AW since the Company at the point of the merger will transfer no assets or liabilities to RB. Therefore AW withdrew the cash balance of $62,645 in the bank on May 9, 2018.

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Note 2 - Significant Accounting Policies: Note 2 - Significant Accounting Policies (Policies)

6 Months Ended

Mar. 31, 2018

Policies

Note 2 - Significant Accounting Policies

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

a.       Basis of Presentation

The accompanyingfinancial statements include the accounts of the Company for the six months ending March 31, 2018 and the year ending September 30, 2017. This financial statement period is not an indicative of the results to be expected for the year ending September 30, 2018, or for any other interim period in future. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The information included here should be read in conjunction with information included in the Company’s fiscal year ended September 30, 2017 audited financial statements.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and theresults of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarilyindicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in theaudited financial statements for the year ended September 30, 2017 as reported in the Company’s Annual Report on Form 10-K have been omitted.

New Accounting Pronouncements

The FASB has issued the following accounting pronouncements and guidance which may be applicable to the Company.

Accounting Standards Update (ASU) No. 2014-09 –  Revenue Recognition (Topic 606): In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued several amendments to the standard, including identifying performance obligations and other technical corrections and minor improvements affecting a variety of topics and required disclosures in the new standard.  This standard will be effective and the Company will adopt this standard on January 1, 2018. Entities have the option to apply the new guidance under a full retrospective approach or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application. 

Accounting Standards Update (ASU) No. 2016-02 – Leases (Topic 842).  This update will require assets and liabilities to be recognized on the balance sheet of a lessee for the rights and obligations created by leases of assets with terms of more than 12 months.  For income statement purposes, the update retained a dual model, requiring leases to be classified as either operating or finance based on largely similar criteria to those applied in current lease accounting, but without explicit bright lines.  ASU 2016-02 also requires extensive quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases.  This standard will be effective for the Company on January 1, 2019.  Early adoption is permitted. There are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.